Attached files

file filename
EX-5.1 - EXHIBIT 5.1 LEGAL OPINION AND CONSENT - HARROW HEALTH, INC.s1_ex5z1.htm
EX-23.1 - EXHIBIT 23.1 AUDITOR'S CONSENT - HARROW HEALTH, INC.s1_ex23z1.htm




As filed with the Securities and Exchange Commission on February 7, 2013

No. 333-                

____________________________________________________________________________________________________________


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

__________________________


IMPRIMIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

___________________________


Delaware

 

2834

 

45-0567010

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)


437 S. Hwy 101, Suite 209

Solana Beach, CA 92075

(858) 433-2800

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

___________________________


Mark L. Baum

Chief Executive Officer

437 S. Hwy 101, Suite 209

Solana Beach, CA 92075

(858) 433-2800

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

___________________________


Copies to:

 

 

Steven G. Rowles, Esq.

Jeannette V. Filippone, Esq.

Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, California 92130

Tel: (858) 720-5100

Fax: (858) 720-5125

Kevin Friedmann, Esq.

Marc A. Jones, Esq.

Richardson & Patel LLP

405 Lexington Avenue, 49th Floor

New York, New York 10174

Tel: (212) 561-5559

Fax: (917) 591-6898

 __________________________


Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.      .


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  X .     Registration No. 333-182846


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      .








If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer       .

 

Accelerated filer       .

 

 

 

Non-accelerated filer       .  (Do not check if a smaller reporting company)

 

Smaller reporting company   X .


CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to be Registered

 

 

Proposed Maximum
Aggregate

Offering Price (1)

 

 

Amount of

Registration
Fee (1)(2)

Common Stock

 

 

$

1,334,004

 

 

$

181.96

Total:

 

 

$

1,334,004

 

 

$

181.96


(1)  Calculated pursuant to Rule 457(o) under the Securities Act of 1933.


(2) Represents only the additional amount of securities being registered. The Registrant previously registered an aggregate of $9,774,996 of its shares on the Registrant’s Registration Statement on Form S-1 (File No. 333-182846) declared effective on February 7, 2013, for which a filing fee was previously paid.


The Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.







EXPLANATORY NOTE AND INCORPORATION BY REFERENCE


This registration statement is being filed to increase the dollar amount of securities registered under the registration statement on Form S-1 (Registration No. 333-182846) declared effective on February 7, 2013 (the “Initial Registration Statement”), by $1,334,004 pursuant to Rule 462(b) of the Securities Act of 1933, as amended. In accordance with Rule 462(b), this registration statement incorporates by reference the Initial Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.







PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 16. Exhibits


Exhibit
Number

 

Description of Exhibit

5.1

 

Opinion of Morrison & Foerster LLP (filed herewith)

23.1

 

Consent of Independent Registered Public Accounting Firm, KMJ Corbin & Company LLP (filed herewith)

23.2

 

Consent of Morrison & Foerster LLP (including in Exhibit 5.1)

24.1

 

Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-182846) filed with the SEC on July 25, 2012)

________________








SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Solana Beach, State of California, on February 7, 2013.


 

IMPRIMIS PHARMACEUTICALS, INC.

 

 

 

 

 

 

By:

/s/ Mark L. Baum

 

Date: February 7, 2013

 

Mark L. Baum, Chief Executive Officer

(Principal Executive Officer)

 



Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.



SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Mark L. Baum

 

Chief Executive Officer and Director

 

February 7, 2013

Mark L. Baum, Esq.

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Andrew R. Boll

 

Vice President of Accounting and Public Reporting

 

February 7, 2013

Andrew R. Boll

 

(Principal Accounting & Financial Officer)

 

 

 

 

 

 

 

/s/ Jeffrey J. Abrams*

 

Director

 

February 7, 2013

Jeffrey J. Abrams, M.D.

 

 

 

 

 

 

 

 

 

/s/ Paul Finnegan*

 

Director

 

February 7, 2013

Paul Finnegan, M.D., M.B.A.

 

 

 

 

 

 

 

 

 

/s/ Robert J. Kammer*

 

Chairman of the Board of Directors

 

February 7, 2013

Robert J. Kammer, D.D.S.

 

 

 

 

 

 

 

 

 

*By:

/s/ Mark L. Baum

 

 

 

 

Mark L. Baum

 

 

 

 

Attorney-in-Fact

 

 

 

 








EXHIBIT INDEX


Exhibit
Number

 

Description of Exhibit

5.1

 

Opinion of Morrison & Foerster LLP (filed herewith)

23.1

 

Consent of Independent Registered Public Accounting Firm, KMJ Corbin & Company LLP (filed herewith)

23.2

 

Consent of Morrison & Foerster LLP (including in Exhibit 5.1)

24.1

 

Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-182846) filed with the SEC on July 25, 2012)